Exhibit 99.3
Pricing Agreement
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May 29, 1997
Xxxxxxx, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx Xxx Xxxx 00000.
Ladies and Gentlemen:
Security Capital Pacific Trust, a real estate investment trust organized
under the laws of the State of Maryland (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
May 29, 1997 (the "Underwriting Agreement"), between the Company on the one hand
and Xxxxxxx, Sachs & Co. on the other hand, to issue and sell to Xxxxxxx, Xxxxx
& Co. (the "Underwriter") the Shares specified in Schedule I hereto (the
"Designated Shares") consisting of Firm Shares and any Optional Shares the
Underwriter may elect to purchase. Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated Shares
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Shares pursuant to Section 12 of the Underwriting Agreement and the address of
the Representatives referred to in such Section 12 are set forth in Schedule I
hereto.
An amendment to the Initial Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule I hereto, 2,500,000 Firm Shares and, (b) in the event and
to the extent that the Underwriter shall exercise the election to purchase
Optional Shares, as provided below, the Company agrees to issue and sell to the
Underwriter, and the Underwriter agrees to purchase from the Company at the
purchase price to the Underwriter set forth in Schedule I hereto that portion of
the number of Optional Shares as to which such election shall have been
exercised.
The Company hereby grants to the Underwriter the right to purchase at its
election up to 375,000 Optional Shares on the terms referred to in the paragraph
above for the sole purpose of covering over-allotments in the sale of the Firm
Shares. Any such election to purchase Optional Shares may be exercised by
written notice from the Representatives to the Company given within a period of
30 calendar days after the date of this Pricing Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the Representatives, but
in no event earlier than the First Time of Delivery or, unless the
Representatives and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.
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If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of the Underwriter, this letter and such acceptance hereof, including the
provisions of the Underwriting Agreement incorporated herein by reference, shall
constitute a binding agreement between the Underwriter and the Company.
Very truly yours,
Security Capital Pacific Trust
By:/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President and Secretary
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
By:/s/ Xxxxxxx, Xxxxx & Co.
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(Xxxxxxx, Sachs & Co.)
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SCHEDULE I
Title of Designated Shares: Shares of Beneficial Interest
Number of Designated Shares:
Number of Firm Shares: 2,500,000
Maximum Number of Optional Shares: 375,000
Initial Offering Price to Public:
The Shares offered hereby may be offered by the Underwriter from time to
time for sale in one or more transactions on the New York Stock Exchange or
otherwise, at market prices prevailing at the time of sale, at prices
related to prevailing market prices, or at negotiated prices, subject to
prior sale when, as and if delivered to and accepted by the Underwriter.
The Underwriter may effect such transactions by selling Shares to or
through dealers.
Purchase Price by Underwriters:
$21.7925 per Share
Form of Designated Shares:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
Specified Funds for Payment of Purchase Price:
Wire transfer of same day funds
Time of Delivery:
10:00 a.m. (New York City time), June 4, 1997
Closing Location:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Names and addresses of Representatives:
Designated Representatives:
Xxxxxxx, Sachs & Co.
Address for Notices, etc.:
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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